Feeley Kevin 4

4 · GeneDx Holdings Corp. · Filed Jun 11, 2026

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Updated Jun 11, 2026

GeneDx (WGS) CFO Kevin Feeley Sells 1,266 Shares

What Happened

Kevin Feeley, Chief Financial Officer of GeneDx Holdings Corp. (WGS), had 2,462 restricted stock units (RSUs) convert/settle into 2,462 shares on June 9, 2026 (acquired at $0 per share). On the same day he sold 1,266 of those shares in an open-market "sell-to-cover" transaction at $53.77 per share, generating proceeds of $68,073. The filing also records the RSU/derivative conversion related to that settlement.

Key Details

Transaction date: June 9, 2026. Sale price: $53.77 per share; sale proceeds: $68,073 for 1,266 shares.
RSU settlement: 2,462 shares were issued upon conversion/vesting at $0 (no cash consideration).
Shares owned after transaction: 36,486 shares of Class A common stock beneficially owned, plus RSUs representing rights to up to 89,240 additional shares and options to purchase up to 25,906 shares (per footnote F3).
Notable footnotes: F2 — the sale was a sell-to-cover to satisfy tax withholding and was not a discretionary sale; F1/F4 — RSUs represent contingent rights to shares, vesting 6.25% quarterly with no expiration for these RSUs.
Filing timeliness: Form 4 was filed June 11, 2026 for a June 9 transaction (filed within the typical two-business-day window).

Context

This was a routine sell-to-cover following RSU settlement (cashless/automatic withholding), not a straightforward market-directed sell for investment reasons. Such transactions are common when RSUs vest and are used solely to satisfy tax obligations.

Form 4

Period: 2026-06-09

CHIEF FINANCIAL OFFICER

Transactions

Exercise/Conversion
Class A Common Stock
[F1]
2026-06-09+2,462→ 37,752 total
Sale
Class A Common Stock
[F2][F3]
2026-06-09$53.77/sh−1,266$68,073→ 36,486 total
Exercise/Conversion
Restricted Stock Unit
[F1][F4]
2026-06-09−2,462→ 4,925 total
→ Class A Common Stock (2,462 underlying)

Footnotes (4)

[F1]Each restricted stock unit ("RSU") represents a contingent right to receive 1 share of the Issuer's Class A Common Stock upon settlement for no consideration.
[F2]The sale reported on this Form 4 represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of RSUs. The sale was to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person.
[F3]Following the reported sale undertaken to satisfy tax withholding liabilities, in addition to the 36,486 shares of Class A Common Stock beneficially owned by the Reporting Person, the Reporting Person beneficially owned RSUs representing contingent rights to receive up to an aggregate of 89,240 shares of Class A Common Stock and options to purchase up to an aggregate of 25,906 shares of Class A Common Stock, which RSUs and options vest according to their respective terms.
[F4]6.25% of the total award vested or vests quarterly, subject to the Reporting Person's continued service to the Issuer on each vesting date, and with the first tranche vested on March 9, 2023. These RSUs do not have an expiration date; they either vest or are cancelled prior to the vesting date.

Signature

/s/ Bridget Brown, Attorney-in-Fact|2026-06-11

1 file